8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2008

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8399	31-1189815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Old Wilson Bridge Road, Columbus, Ohio	43085
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 438-3210

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.	Results of Operations and Financial Condition
	and
Item 7.01	Regulation FD Disclosure

The following information is furnished pursuant to both Item 2.02 and Item 7.01:

On June 26, 2008, Worthington Industries, Inc. (the “Registrant”) issued a news release reporting results for the three- and twelve-month periods ended May 31, 2008.  A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Release includes information relating to earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the quarterly (three-month) periods ended May 31, 2008, February 29, 2008 and May 31, 2007, and for the annual (twelve-month) periods ended May 31, 2008 and May 3, 2007, as well as a reconciliation of EBITDA to net earnings.  EBITDA is a non-GAAP financial measure as defined in SEC Regulation G.  The Registrant’s management believes that the disclosure of this non-GAAP financial measure provides useful information to investors, equity analysts and other users of the Registrant’s financial information.  The presentation of EBITDA is provided as a convenience to the investment community because EBITDA is a component of key valuation metrics such as enterprise value to EBITDA.  EBITDA does not represent and should not be considered as an alternative to net earnings or cash flows from operating activities as determined by accounting principles generally accepted in the United States of America.  The Registrant makes no representation or assertion that EBITDA is indicative of its cash flows from operations or results of operations.  The Registrant has provided a reconciliation of EBITDA to net earnings solely for the purpose of complying with SEC Regulation G and not as an indication that EBITDA is a substitute measure for net earnings.  We use EBITDA as a measure of our normal operating performance which is factored into evaluations.

Item 9.01. Financial Statements and Exhibits.

(a)-(c)	Not applicable.
(d)	Exhibits:

Exhibit No.	Description
99.1	News Release issued by Worthington Industries, Inc. on June 26, 2008.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, except if the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WORTHINGTON INDUSTRIES, INC.
Date:	June 26, 2008	By:	/s/ Dale T. Brinkman
			Dale T. Brinkman, Vice President-
			Administration, General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

Worthington Reports Fourth Quarter and Fiscal Year Results

COLUMBUS, Ohio--(BUSINESS WIRE)--Worthington Industries, Inc. (NYSE: WOR) today reported results for the three- and twelve-month periods ended May 31, 2008.

(U.S. dollars in millions, except per share data)
	4Q 2008		3Q 2008		4Q 2007		12M 2008		12M 2007
Net sales	$	868.9	$	725.7	$	786.6	$	3,067.2	$	2,971.8
Operating income		56.5		18.1		41.7		106.0		129.1
Equity income		21.9		15.7		16.7		67.5		63.2
Net earnings		53.9		18.3		38.2		107.1		113.9
Earnings per share	$	0.68	$	0.23	$	0.45	$	1.31	$	1.31
EBITDA1	$	92.6	$	48.7	$	71.4	$	230.6	$	249.4
1 Earnings before interest, taxes, depreciation and amortization.  See reconciliation on consolidated statement of earnings.

For the fourth quarter of fiscal 2008, net sales were a record $868.9 million, an increase of 10% from $786.6 million last year. Fourth quarter net earnings were $53.9 million and earnings per diluted share were $0.68 compared to $38.2 million, or $0.45 per diluted share, for the same period last year. Operating income for the fourth quarter included $4.9 million in pre-tax restructuring charges, $1.1 million of which was non-cash, primarily related to previously announced plant closures in the Metal Framing segment and professional fees in Other. These charges had a negative impact of $0.04 on reported earnings per share.

For fiscal year 2008, net sales of $3,067.2 million, were 3% higher than the $2,971.8 million reported last year. Net earnings were $107.1 million, or $1.31 per diluted share, compared to $113.9 million, or $1.31 per diluted share, for fiscal 2007. Annual results were negatively impacted by $18.1 million in pre-tax restructuring charges, or $0.15 per share, related to early retirement, severance, professional fees, and plant closures. Certain professional fees totaling $3.3 million reported in selling, general and administrative expense in the previous three quarters have been reclassified to restructuring charges in each respective quarter to maintain consistency of treatment with the presentation in the current quarter.

Chairman and CEO comments

“We are pleased with our excellent fourth quarter results and the year-over-year performance of our business segments, particularly the return to profitability in the fourth quarter for metal framing and the continued strong results from pressure cylinders,” said Chairman and CEO John P. McConnell. “We also had record results from our joint venture Worthington Armstrong (WAVE) and also a very good quarter from Serviacero Worthington.”

“Across the company, we have been focused on cutting costs, expanding our market reach through new products and services, and steering through a volatile and demanding steel pricing environment. We believe these efforts are helping us transform and strengthen the businesses, but we are aware of the uncertainty in some of our key markets and the potential for volatility in steel pricing throughout fiscal 2009.”

Fourth Quarter and Year-End Highlights

• The Pressure Cylinders segment set a new quarterly record for net sales and units shipped and an annual record for net sales.
• The Metal Framing segment returned to operating profitability for the quarter.
• Equity income from nine unconsolidated joint ventures totaled $21.9 million for the quarter and $67.5 million for the year. Worthington Armstrong Venture (WAVE) had record sales and earnings for the quarter and the year.
• Cash dividends received from unconsolidated joint ventures totaled $16.5 million for the quarter and $58.9 million for the year. WAVE contributed $14.0 million and $54.0 million of the cash dividends received for those periods.
• Cash provided by operating activities was $180.5 million for fiscal 2008 compared to $180.4 million for fiscal 2007, while capital expenditures were $47.5 million and $57.7 million for the same periods.
• During the fourth quarter, $13.5 million was paid to shareholders in a regular quarterly dividend. For the year, dividends paid to shareholders totaled $55.6 million. At year end, the dividend yielded a 3.4% annualized return.
• During fiscal 2008, the company repurchased 6.5 million common shares, reducing total outstanding shares to 79.3 million at year end. Currently 9.1 million shares remain authorized for repurchase.

Quarterly Segment Results

In the Steel Processing segment, quarterly net sales rose 14%, or $52.2 million, to $412.7 million from $360.5 million in the comparable quarter of fiscal 2007. The increase in sales was the result of higher average selling prices, up 18% relative to the prior year. Volumes declined 3% as the weakness in toll processing, which is closely tied to the automotive end markets, was nearly offset by a successful sales initiative for direct processing business. Operating income increased because of a wider spread between average selling prices and material costs.

In the Metal Framing segment, net sales increased 15%, or $29.9 million, to $225.5 million from $195.6 million in the comparable quarter of fiscal 2007. Relative to the prior year, this sales increase was the result of higher pricing (up 15%) and a slight increase in volumes (up 1%). Operating income rose significantly, primarily as a result of an improved spread between selling prices and material costs. Reported results were reduced by $2.1 million in pre-tax restructuring charges related to previously announced plant closures (see press release dated September 25, 2007, for more detail).

In the Pressure Cylinders segment, net sales increased 1%, or $1.4 million, to $170.7 million from $169.3 million in the comparable quarter of fiscal 2007. Stronger foreign currencies relative to the U.S. dollar positively impacted reported U.S. dollar sales of the non-U.S. operations by $9.9 million compared to last year. The impact of improved volumes in the North American market was offset by lower average pricing, resulting from changes to the product mix, and lower volumes in the European market. While operating income was lower than in the year ago record quarter, the results were well above previous historical levels due to continued strength in both the European and North American operations.

Worthington’s joint ventures added significantly to fourth quarter results, as equity income from the nine unconsolidated affiliates rose 31% totaling $21.9 million, compared to $16.7 million in the year ago quarter. Equity income increased due primarily to WAVE and to Worthington’s new Mexican joint venture, Serviacero Worthington. WAVE continued to contribute the vast majority of equity earnings. Its earnings set a new record, up 32% from the record set last year. Fiscal 2008 was the best year in the history of the WAVE joint venture for both sales and earnings.

Transformation

What began as a cost reduction program has grown into a much larger transformational initiative. In addition to the previously announced cost saving efforts, several initiatives are underway that focus on dramatically improving the operational and financial performance of the Company. These initiatives include a strategic search for new growth opportunities, increasing efficiency throughout the company, from the plant floor to the corporate office, and improving the supply chain. The intent behind these initiatives is to significantly transform the Company’s earnings potential over the next three years.

Previously announced cost reduction efforts related to overhead expense and plant closures continued through the fourth quarter with the following updates:

(1)

Overhead expense reductions are targeted to reach $30 million annually. In the fourth quarter $6.2 million of savings were realized, bringing the total savings realized in fiscal 2008 to $18.5 million. The balance of the savings will come in fiscal 2009 with a portion to be realized in fiscal 2010.

(2)

All five of the Metal Framing facilities previously referenced have been closed or downsized. In addition, the Metal Framing corporate offices in Pittsburgh and Blairsville, Pennsylvania, will be closed and moved to Columbus, Ohio. Of the $9.0 million in annual savings expected from these actions, $2.1 million was realized in fiscal 2008. The balance will be realized in fiscal 2009. Restructuring charges related to these closures totaled $9.0 million in fiscal 2008 with an additional $6.0 million expected in fiscal 2009.

Other

Share Repurchases

During fiscal 2008, 6,451,500 shares were repurchased. A portion of the shares, 5,551,000, completed a 10 million share authorization announced on June 13, 2005. The balance, 900,500, was purchased under a 10 million share authorization announced on September 26, 2007. Purchases may occur from time to time, on the open market or in private transactions with consideration given to the market price of the stock, the nature of other investment opportunities, cash flow from operations and general economic conditions.

Dividend Declared

On May 19, 2008, the board of directors declared a quarterly cash dividend of $0.17 per share payable June 29, 2008, to shareholders of record on June 15, 2008.

Subsequent Acquisition

On June 2, 2008, Worthington Industries acquired the assets of Sharon Stairs, a designer and manufacturer of steel egress stair systems for the commercial construction markets. Annual sales are expected to approximate $30 million and will be included in the results of Worthington-IBS, which is reported in Other.

Conference Call

Worthington will review fourth quarter and year end results during its quarterly conference call today, June 26, 2008, at 1:30 p.m. Eastern Daylight Time. Details regarding the conference call can be found on the company web site at www.WorthingtonIndustries.com

Corporate Profile

Worthington Industries is a leading diversified metal processing company with annual sales of approximately $3 billion. The Columbus, Ohio, based company is North America’s premier value-added steel processor and a leader in manufactured metal products such as metal framing, pressure cylinders, automotive past model service stampings, metal ceiling grid systems and laser welded blanks. Worthington employs more than 8,000 people and operates 67 facilities in 11 countries.

Founded in 1955, the company operates under a long-standing corporate philosophy rooted in the golden rule, with earning money for its shareholders as the first corporate goal. This philosophy, an unwavering commitment to the customer, and one of the strongest employee/employer partnerships in American industry serve as the company’s foundation.

Safe Harbor Statement

The company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by the company relating to future or expected growth, growth opportunities, performance, sales, operating results and earnings per share; projected capacity and working capital needs; pricing trends for raw materials and finished goods, and the impact of pricing changes; anticipated capital expenditures and asset sales; projected timing, results, costs, charges and expenditures related to acquisitions or to facility startups, dispositions, shutdowns and consolidations; new products, services and markets; expectations for company and customer inventories, jobs and orders; expectations for the economy and markets; expected benefits from turnaround plans, plant closings, cost reduction efforts and other new initiatives; expectations for improvements in efficiencies or the supply chain; expectations for improving margins and increasing shareholder value; effects of judicial rulings and other non-historical matters constitute “forward-looking statements” within the meaning of the Act. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, product demand and pricing; changes in product mix, product substitution and market acceptance of the company’s products; fluctuations in pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations; effects of facility closures and the consolidation of operations; the effect of consolidation and other changes within the steel, automotive, construction and related industries; failure to maintain appropriate levels of inventories; the ability to realize targeted expense reductions such as head count reductions, facility closures and other expense reductions; the ability to realize other cost savings and operational efficiencies and improvements on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and achieve synergies therefrom; capacity levels and efficiencies within facilities and within the industry as a whole; financial difficulties (including bankruptcy filings) of customers, suppliers, joint venture partners and others with whom the company does business; the effect of national, regional and worldwide economic conditions generally and within major product markets, including a prolonged or substantial economic downturn; the effect of disruption in business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, acts of war or terrorist activities or other causes; changes in customer inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability, and foreign currency exposure; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; adverse claims experience with respect to workers compensation, product recalls or liability, casualty events or other matters; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; level of imports and import prices in the company’s markets; the impact of judicial rulings and governmental regulations, both in the United States and abroad; and other risks described from time to time in the company’s filings with the United States Securities and Exchange Commission.

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share)
	Three Months Ended						Twelve Months Ended
	May 31,						May 31,
		2008			2007			2008			2007
Net sales	$	868,875		$	786,576		$	3,067,161		$	2,971,808
Cost of goods sold		737,650			686,712			2,711,414			2,610,176
Gross margin		131,225			99,864			355,747			361,632
Selling, general and administrative expense		69,836			58,171			231,602			232,487
Restructuring charges		4,894			-			18,111			-
Operating income		56,495			41,693			106,034			129,145
Other income (expense):
Miscellaneous expense		(2,191	)		(2,530	)		(6,348	)		(4,446	)
Interest expense		(5,742	)		(4,892	)		(21,452	)		(21,895	)
Equity in net income of unconsolidated affiliates		21,882			16,669			67,459			63,213
Earnings before income taxes		70,444			50,940			145,693			166,017
Income tax expense		16,577			12,717			38,616			52,112
Net earnings	$	53,867		$	38,223		$	107,077		$	113,905
Average common shares outstanding - basic		79,305			84,662			81,232			86,351
Earnings per share - basic	$	0.68		$	0.45		$	1.32		$	1.32
Average common shares outstanding - diluted		79,623			85,672			81,898			87,002
Earnings per share - diluted	$	0.68		$	0.45		$	1.31		$	1.31
Common shares outstanding at end of period		79,308			84,908			79,308			84,908
Cash dividends declared per share	$	0.17		$	0.17		$	0.68		$	0.68
Reconciliation of net earnings to EBITDA
Net earnings	$	53,867		$	38,223		$	107,077		$	113,905
Interest expense		5,742			4,892			21,452			21,895
Income taxes		16,577			12,717			38,616			52,112
Depreciation & amortization		16,423			15,597			63,413			61,469
EBITDA	$	92,609		$	71,429		$	230,558		$	249,381

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
	May 31,		May 31,
		2008		2007
Assets
Current assets:
Cash and cash equivalents	$	73,772	$	38,277
Short-term investments		-		25,562
Receivables, less allowances of $4,849 and  $3,641 at May 31, 2008 and May 31, 2007		384,354		400,916
Inventories:
Raw materials		350,256		261,849
Work in process		123,106		97,633
Finished products		119,599		88,382
Total inventories		592,961		447,864
Assets held for sale		1,132		4,600
Deferred income taxes		17,966		13,067
Prepaid expenses and other current assets		34,785		39,098
Total current assets		1,104,970		969,384
Investments in unconsolidated affiliates		119,808		57,540
Goodwill		183,523		179,442
Other assets		53,329		43,551
Property, plant & equipment, net		549,944		564,265
Total assets	$	2,011,574	$	1,814,182
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	356,129	$	263,665
Notes payable		135,450		31,650
Accrued compensation, contributions to employee benefit plans and related taxes		59,619		46,237
Dividends payable		13,487		14,440
Other accrued items		68,545		45,519
Income taxes payable		31,665		18,983
Total current liabilities		664,895		420,494
Other liabilities		49,785		57,383
Long-term debt		245,000		245,000
Deferred income taxes		124,354		105,983
Total liabilities		1,084,034		828,860
Minority interest		42,163		49,321
Shareholders' equity		885,377		936,001
Total liabilities and shareholders' equity	$	2,011,574	$	1,814,182

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
	Three Months Ended						Twelve Months Ended
	May 31,						May 31,
		2008			2007			2008			2007
Operating activities
Net earnings	$	53,867		$	38,223		$	107,077		$	113,905
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		16,423			15,597			63,413			61,469
Restructuring charges, non-cash		1,061			-			5,169			-
Provision for deferred income taxes		465			(2,242	)		(3,228	)		(3,068	)
Equity in net income of unconsolidated affiliates, net of distributions		(5,362	)		28,089			(8,539	)		68,510
Minority interest in net income of consolidated subsidiaries		1,770			1,848			6,969			5,409
Net loss on sale of assets		929			1,283			3,756			826
Stock-based compensation		1,208			927			4,173			3,480
Excess tax benefits - stock-based compensation		257			(2,170	)		(2,035	)		(2,370	)
Changes in assets and liabilities:
Accounts receivable		19,979			(28,404	)		6,967			8,312
Inventories		(102,259	)		35,362			(144,474	)		19,588
Prepaid expenses and other current assets		5,215			1,892			8,252			(2,078	)
Other assets		(1,415	)		1,578			(1,546	)		4,898
Accounts payable and accrued expenses		81,976			40,339			138,822			(99,283	)
Other liabilities		(1,773	)		(290	)		(4,255	)		833
Net cash provided by operating activities		72,341			132,032			180,521			180,431
Investing activities
Investment in property, plant and equipment, net		(10,287	)		(13,557	)		(47,520	)		(57,691	)
Acquisitions, net of cash acquired		-			-			(2,225	)		(31,727	)
Investment in unconsolidated affiliate		(29	)		-			(47,598	)		(1,000	)
Proceeds from sale of assets		223			146			1,025			18,237
Purchases of short-term investments		-			(25,562	)		-			(25,562	)
Sales of short-term investments		-			-			25,562			2,173
Net cash used by investing activities		(10,093	)		(38,973	)		(70,756	)		(95,570	)
Financing activities
Proceeds from (payments on) short-term borrowings		(27,850	)		(80,230	)		103,800			31,650
Principal payments on long-term debt		-			(7,684	)		-			(7,691	)
Proceeds from issuance of common shares		25			7,308			13,171			9,866
Excess tax benefits - stock-based compensation		(257	)		2,170			2,035			2,370
Payments to minority interest		(1,344	)		(960	)		(11,904	)		(3,360	)
Repurchase of common shares		-			-			(125,785	)		(76,617	)
Dividends paid		(13,482	)		(14,354	)		(55,587	)		(59,018	)
Net cash used by financing activities		(42,908	)		(93,750	)		(74,270	)		(102,800	)
Increase (decrease) in cash and cash equivalents		19,340			(691	)		35,495			(17,939	)
Cash and cash equivalents at beginning of period		54,432			38,968			38,277			56,216
Cash and cash equivalents at end of period	$	73,772		$	38,277		$	73,772		$	38,277

WORTHINGTON INDUSTRIES, INC.
SUPPLEMENTAL DATA
(In thousands)
This supplemental information is provided to assist in the analysis of the results of operations.
			Three Months Ended						Twelve Months Ended
			May 31,						May 31,
				2008			2007			2008			2007
Volume:
	Steel Processing (tons)			827			851			3,286			3,282
	Metal Framing (tons)			172			171			666			644
	Pressure Cylinders (units)			14,383			13,601			48,058			44,891
Net sales:
	Steel Processing		$	412,716		$	360,486		$	1,463,202		$	1,460,665
	Metal Framing			225,513			195,633			788,788			771,406
	Pressure Cylinders			170,709			169,301			578,808			544,826
	Other			59,937			61,156			236,363			194,911
		Total net sales	$	868,875		$	786,576		$	3,067,161		$	2,971,808
Material cost:
	Steel Processing		$	306,508		$	268,764		$	1,105,664		$	1,106,471
	Metal Framing			143,574			140,415			557,310			547,583
	Pressure Cylinders			81,805			80,022			273,141			251,052
Operating income (loss):
	Steel Processing		$	25,523		$	14,732		$	55,799		$	55,382
	Metal Framing			15,395			(540	)		(16,215	)		(9,159	)
	Pressure Cylinders			20,719			26,053			70,004			84,649
	Other			(5,142	)		1,448			(3,554	)		(1,727	)
		Total operating income	$	56,495		$	41,693		$	106,034		$	129,145
The following provides detail of the restructuring charges included in the operating income by segment presented above.
			Three Months Ended						Twelve Months Ended
			May 31,						May 31,
				2008			2007			2008			2007
Pre-tax restructuring charges by segment:
	Steel Processing		$	-		$	-		$	1,096		$	-
	Metal Framing			2,074			-			8,979			-
	Pressure Cylinders			-			-			103			-
	Other			2,820			-			7,933			-
		Total restructuring charges	$	4,894		$	-		$	18,111		$	-

CONTACT:
Worthington Industries, Inc.
Media Contact:
Cathy M. Lyttle, 614-438-3077
VP, Corporate Communications
E-mail: cmlyttle@WorthingtonIndustries.com
or
Investor Contact:
Allison M. Sanders, 614-840-3133
Director, Investor Relations
E-mail: asanders@WorthingtonIndustries.com
or
www.WorthingtonIndustries.com